Franklin Investments, LLC_Development AgreementMasterpiece on the Mississippi
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Development Agreement with Franklin Investments, LLC
DATE: March 30, 2011
Dubuque
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2007
Economic Development Director Dave Heiar recommends City Council approval of a
Development Agreement with Franklin Investments, LLC for the property located at 39
Bluff Street. The key elements of the Development Agreement are
1) The project will receive up to $190,000 in incentives through the Downtown
Housing Incentive Program.
2) The project will receive a 15 -year TIF rebate in the form of a yearly tax rebate on
the value of the assessable improvements (increased valuation).
3) Developer will spend at least $1,750,000 to create 21 market -rate residential
units on Bluff Street and shall be substantially completed by December 31, 2011.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
Michael C. Van Milligen
MCVM:jh
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
David J. Heiar, Economic Development Director
Masterpiece on the Mississippi
TO: Michael Van Milligen, City Manager
FROM: David J. Heiar, Economic Development Director
SUBJECT: Development Agreement with Franklin Investments, LLC
DATE: March 24, 2011
Dubuque
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2007
INTRODUCTION
On March 21, the City Council set a public hearing for April 4 on a proposed
Development Agreement with Franklin Investments, LLC. This memorandum presents
for City Council consideration a Resolution approving a Development Agreement on the
property located at 39 Bluff Street in downtown Dubuque.
BACKGROUND
City staff has worked with Franklin Investments, LLC to formulate a funding package to
redevelop the property located at 39 Bluff Street.
Franklin Investments, LLC plans to invest $1,750,000 in redeveloping 39 Bluff Street to
include creating 21 apartments for market -rate rental.
DISCUSSION
The proposed Development Agreement provides for some incentives to encourage
redevelopment of the property.
The Development Agreement requires the redevelopment of the property located at 39
Bluff Street. The key elements of the Development Agreement include the following:
1) The project will receive upto $190,000 in incentives through the Downtown
Housing Incentive Program.
2) The project will receive a 15 year TIF rebate in the form of a yearly tax rebates
on the value of the assessable improvements (increased valuation).
3) Developer will spend at least $1,750,000 to create 21 market -rate residential
units on Bluff Street and shall be substantially completed by December 31, 2011.
Additional terms and conditions of the disposition of the property are included within the
attached Development Agreement.
RECOMMENDATION
Following the public hearing, I recommend that the City Council approve the
Development Agreement which includes urban renewal tax increment obligations to
Franklin Investments, LLC. for the purpose of redeveloping the building located at 39
Bluff Street.
ACTION STEP
The action step for the City Council is to adopt the attached Resolution.
F: \USERS \Econ Dev \Franklin School\2011324 Franklin Investments Memo Approve DA Public Hearing.doc
Masterpiece on the Mississippi
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Setting a Public Hearing for a Development Agreement with Franklin
Investments, LLC to Redevelop Property at 39 Bluff Street
DATE: March 14, 2011
Economic Development Director Dave Heiar is recommending that a public hearing be
set for April 4, 2011, to consider a Development Agreement with Franklin Investments,
LLC for redevelopment of the property located at 39 Bluff Street, most recently the site
of Central Alternative School.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
C-
aeI C. Van
Milligen
igen
MCVM:jh
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
David J. Heiar, Economic Development Director
Dubuque
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Masterpiece on the Mississippi
TO: Michael Van Milligen, City Manager
FROM: David J. Heiar, Economic Development Director
SUBJECT:
Dubuque
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2007
L. )
Setting a Public Hearing for a Development Agreement with Franklin
Investments, LLC to redevelop property at 39 Bluff Street
DATE: March 9, 2011
INTRODUCTION
This memorandum presents for City Council consideration a Resolution which sets a
public hearing for April 4, 2011 on entering into a Development Agreement on the
property located at 39 Bluff Street (former Central Alternative School building).
BACKGROUND
City staff has worked with Franklin Investments, LLC to formulate a funding package to
redevelop the property located at 39 Bluff Street.
Franklin Investments, LLC plans to invest $1,750,000 in redeveloping 39 Bluff Street to
include creating 20 apartments for market -rate rental.
DISCUSSION
The proposed Development Agreement provides for some incentives to encourage
redevelopment of the property.
The Development Agreement requires the redevelopment of the property located at 39
Bluff Street. The key elements of the Development Agreement include the following:
1) The project will receive upto $190,000 in incentives through the Downtown
Housing Incentive Program.
2) The project will receive a 15 year TIF rebate in the form of a yearly tax rebates
on the value of the assessable improvements (increased valuation).
3) Developer will spend at least $1,750,000 to create 20 market -rate residential
units on Bluff Street and shall be substantially completed by December 31, 2011.
Additional terms and conditions of the disposition of the property are included within the
attached Development Agreement.
RECOMMENDATION
I recommend that the City Council set a public hearing on the Development Agreement
which includes urban renewal tax increment obligations to Franklin Investments, LLC for
the purpose of redeveloping the property located at 39 Bluff Street as detailed in the
attached Development Agreement.
ACTION STEP
The action step for the City Council is to adopt the attached Resolution setting a public
hearing on the proposed Development Agreement.
F: \USERS \Econ Dev \Franklin School\2011309 Franklin Investments Memo Setting Public Hearing.doc
RESOLUTION NO. 121 -11
A RESOLUTION APPROVING A DEVELOPMENT AGREEMENT WITH
FRANKLIN INVESTMENTS, LLC FOR THE PROPERTY LOCATED AT 39 BLUFF
STREET
Whereas, the City of Dubuque, Iowa, has created a Downtown Incentives
Program for the purpose of stimulating reinvestment in the Greater Downtown Urban
Renewal District; and
Whereas, the City of Dubuque, Iowa is encouraging the use of financial
incentives to help finance code compliance activities and to spur redevelopment; and
Whereas, it is the determination of this Council that approval of the Development
Agreement for the rehabilitation of the Property owned by Franklin Investments, LLC
according to the terms and conditions set out in the Development Agreement is in the
public interest of the City of Dubuque.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA:
Section 1. That the Development Agreement with Franklin Investments, LLC
is hereby accepted and approved.
Section 2. That the Mayor is hereby authorized to execute, on behalf of the
City Council of the City of Dubuque, Iowa, the attached Development Agreement with
Franklin Investments, LLC.
Section 3. That the City Manager is hereby authorized to execute, on behalf of
the City Council of the City of Dubuque, Iowa, all necessary grant documents and is
further authorized to disburse grant funds in accordance with the terms and conditions
of the executed agreement.
Atte
Passed, approved and adopted this 4 day of April, 2011.
anne F. Schneider, City Clerk
F: \USERS \Econ Dev \Franklin School\20110324Franklin Investment Approve DA Public Hearing Resolution.doc
Roy D. Buol, Mayor
Doc ID: 010486490001 Type: GEN
Kind: AGREEMENT
Recorded: 05/14/2020 at 04:21:55 PM
Fee Amt: $7,00 Page 1 of 1
Dubuque County Iowa
John Murphy Recorder
Fi1e2020-00006249
Prepared by: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113
Return to: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113
MEMORANDUM OF DEVELOPMENT AGREEMENT
A Development Agreement by and among the City of Dubuque, Iowa, an Iowa municipal
corporation, and Franklin Investments, LLC, was made regarding the following described premises:
Lot 2-1 & 2-2 of City Lots 596, 597, & 597A Lot 2-1-2 & Lot 2-2 of City Lot 600 & Lots
3 Thru 6 of City Lot 600 in the City of Dubuque
The Development Agreement is dated for reference purposes the 4th day of April, 2011, and
contains covenants, conditions, and restrictions concerning the sale and use of said premises.
This Memorandum of Development Agreement is recorded for the purpose of constructive notice.
In the event of any conflict between the provisions of this Memorandum and the Development Agreement
itself, executed by the parties, the terms and provisions of the Development Agreement shall prevail. A
complete counterpart of the Development Agreement, together with any amendments thereto, is in the
possession of the City ofDubuqueand may be examined at its offices as above provided.
Dated is' '�d�y of May, 2020.
CITY OF D UQUE, IOWA
By:
Barry . Lindahl, Senior Counsel
STATE OF IOWA
ss:
DUBUQUE COUNTY
On this 1,day of May, 2020, before me, a Notary Public in and for the State of Iowa, in and for said
county, personally appeared Barry A. Lindahl, to me personally known, who being by me duly sworn did
say that he is the Senior Counsel of the City of Dubuque, that said instrument was signed on behalf of City
of Dubuque and the Senior Counsel acknowledged said instrument to be his free act and deed on behalf
of the City of Dubuque.
L . „%iikitcvs,
Notary Public, tate of Iowa
TRACEY L. STECKLEIN
Commission Number 716018
My Comm Exp. q'1)-a3
Prepared by /Return to: David Heiar. 50 W. 13 Street, Dubuque IA 52001, 563 589 -4393
RESOLUTION NO. 98 -11
FIXING THE DATE FOR A PUBLIC HEARING OF THE CITY COUNCIL OF THE CITY OF
DUBUQUE, IOWA ON THE PROPOSED ISSUANCE OF URBAN RENEWAL TAX
INCREMENT REVENUE OBLIGATIONS AND THE EXECUTION OF A DEVELOPMENT
AGREEMENT RELATING THERETO WITH FRANKLIN INVESTMENTS, LLC AND
PROVIDING FOR THE PUBLICATION OF NOTICE THEREOF
Whereas, City and Franklin Investments, LLC have entered into a Development
Agreement, subject to the approval of the City Council, a copy of which is now on file at the
Office of the City Clerk, City Hall, 13 and Central Avenue, Dubuque, Iowa; and
Whereas, the City Council has tentatively determined that it would be in the best
interests of the City to approve the Development Agreement, with Franklin Investments, LLC;
and
Whereas, it is deemed necessary and advisable that City should authorize Urban
Renewal Tax Increment Revenue obligations, as provided by Chapter 403 of the Code of
Iowa, and to enter into the Development Agreement relating thereto for the purpose of
carrying out an Urban Renewal Plan as hereinafter described; and
Whereas, before said obligations may be approved, Chapter 403 of the Code of
Iowa requires that the City Clerk publish a notice of the proposal and of the time and place
of the meeting at which the City Council proposes to take action thereon and at which
meeting the City Council shall receive oral and /or written objections from any resident or
property owner of said City to such proposed action.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
DUBUQUE, IOWA:
Section 1. The City Clerk is hereby authorized and directed to cause this Resolution
and a notice to be published as prescribed by Iowa Code Section 403.9 of a public hearing on
the City's intent authorize Urban Renewal Tax Increment Revenue obligations, to be held on
the 4 day of. April, 2011, at 6:30 o'clock p.m. in the City Council Chambers at the Historic
Federal Building, 350 W. 6th St., Dubuque, Iowa.
Section 2. The City Council will meet at said time and place for the purpose of
taking action on the matter of authorizing Urban Renewal Tax Increment Revenue
obligations and the execution of the Development Agreement relating thereto with Franklin
Investments, LLC, the proceeds of which obligations will be used to carry out certain of the
special financing activities described in the Urban Renewal Plan for the Greater Downtown
Urban Renewal District, consisting of the funding of economic developments grants to
Franklin Investments, LLC pursuant to the Development Agreement under the terms and
conditions of said Urban Renewal Plan. It is expected that the aggregate amount of the Tax
Increment Revenue obligations is approximately $788,000.
Section 3. The Clerk is hereby directed to cause at least one publication to be
made of a notice of said meeting, in a newspaper, printed wholly in the English language,
published at least once weekly, and having general circulation in said City, said publication
to be not less than four days nor more than twenty days before the date of said meeting on
the issuance of said obligations.
Section 4. That the notice of the proposed action to issue said obligations shall
be in substantially the form attached hereto.
Attest:
Passed, approved and adopted this 21 day of March, 2011.
,%„,,aAJ
anne F. Schneider, City Clerk
F: \USERS \Econ Dev \Franklin School\20110309 Franklin Investments DA Resolution setting Public Hearing.doc
NOTICE OF A PUBLIC HEARING OF THE CITY COUNCIL OF THE CITY OF DUBUQUE,
IOWA, ON THE MATTER OF THE PROPOSED AUTHORIZATION OF URBAN
RENEWAL TAX INCREMENT REVENUE OBLIGATIONS AND THE EXECUTION OF A
DEVELOPMENT AGREEMENT RELATING THERETO WITH FRANKLIN INVESTMENTS,
LLC
PUBLIC NOTICE is hereby given that the City Council of the City of Dubuque, Iowa, will
hold a public hearing on the 4 day of April, 2011, at 6:30 p.m. in the City Council
Chambers at the Historic Federal Building, 350 W. 6th St., Dubuque, Iowa, at which
meeting the City Council proposes to take action for the authorization of Urban Renewal
Tax Increment Revenue obligations and the execution of a Development Agreement
relating thereto with Franklin Investments, LLC, in order to carry out certain of the special
financing activities in the Urban Renewal Plan for the Greater Downtown Urban Renewal
District, consisting of the funding of economic development grants to Franklin Investments,
LLC, pursuant to a Development Agreement entered into with Franklin Investments, LLC
under the terms and conditions of said Urban Renewal Plan. It is expected that the
aggregate amount of the Tax Increment Revenue obligations is approximately $788,000.
At the meeting, the City Council will receive oral and written objections from any resident or
property owner of said City to the above action. After all objections have been received and
considered, the City Council may at this meeting or at any adjournment thereof, the
approval of the Development Agreement, and authorization of such Tax Increment Revenue
obligations or will abandon the proposal. By order of the City Council said hearing and
appeals there from shall be held in accordance with and governed by the provisions of
Section 403.9 of the Code of Iowa.
This notice is given by order of the City Council of the City of Dubuque, Iowa, as provided
by Chapter 403 of the Code of Iowa.
Dated this day of 2011.
Jeanne F. Schneider
City Clerk of Dubuque, Iowa
F: \USERS \Econ Dev \Franklin School\20110309 Franklin Investments DA Resolution setting Public Hearing.doc
DEVELOPMENT AGREEMENT
BY AND BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
FRANKLIN INVESTMENTS, LLC
THIS DEV ()PM f T AGREEMENT (Agreement) dated for reference purposes the
E
day of � 14, «, (2011 is made and entered into by and between the City of
Dubuque, Iowa ity), and Franklin Investments, LLC. (Developer).
WHEREAS, Developer is the owner of the following described real estate (the
Property):
Lot 2-1 & 2-2 of City Lot 595 City Lots 596, 597, & 597A Lot 2-1-2 & Lot 2-2 of City Lot 600
& Lots 3 Thru 6 of City Lot 600in the City of Dubuque; and
WHEREAS, the Property is located in the Greater Downtown Urban Renewal District
(the District) which has been so designated by City Council Resolution 21-11 as a slum and
blighted area (the Project Area) defined by Iowa Code Chapter 403 (the Urban Renewal
Law); and
WHEREAS, Developer has undertaken the redevelopment of a vacant building
located on the Property and will be operating the same during the term of this Agreement;
and
WHEREAS, Developer will make an additional capital investment in building
improvements, equipment, furniture and fixtures in the Property (Project); and
WHEREAS, the Property is historically significant and it is in the City's best interest
to preserve the Property; and
WHEREAS, pursuant to Iowa Code Section 403.6(1), and in conformance with the
Urban Renewal Plan for the Project Area adopted on May 18, 1967 and last amended on
March 7, 2011, City has the authority to enter into contracts and agreements to implement
the Urban Renewal Plan, as amended; and
WHEREAS, the Dubuque City Council believes it is in the best interests of the City
to encourage Developer in the development of the Property by providing certain incentives
as set forth herein.
NOW, THEREFORE, the parties to this Development Agreement, in consideration
of the promises, covenants and agreements made by each other, do hereby agree as
follows:
052510
SECTION 1. REPRESENTATIONS AND WARRANTIES
1A Representations and Warranties of City. In order to induce Developer to enter into
this Agreement, City hereby represents and warrants to Developer that to the best of City's
knowledge:
(1) City has duly obtained all necessary approvals and consents for its
execution, delivery and performance of this Agreement and that it has full power
and authority to execute, deliver and perform its obligations under this Agreement.
City's attorney shall issue a legal opinion to Developer at time of closing confirming
the representation contained herein, in the form attached hereto as Exhibit A.
(2) City shall exercise its best efforts to cooperate with Developer in the
development process.
(3) City shall exercise its best efforts to resolve any disputes arising during the
development process in a reasonable and prompt fashion.
(4) The execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, and the fulfillment of or compliance with the
terms and conditions of this Agreement are not prevented by, limited by, in conflict
with, or result in a violation or breach of, the terms, conditions or provisions of the
charter of City, any evidence of indebtedness, agreement or instrument of whatever
nature to which City is now a party or by which it or its property is bound, or
constitute a default under any of the foregoing.
(5) There are no actions, suits or proceedings pending or threatened against or
affecting City in any court or before any arbitrator or before or by any governmental
body in which there is a reasonable possibility of an adverse decision which could
materially adversely affect the financial position or operations of City or which
affects the validity of the Agreement or City's ability to perform its obligations under
this Agreement.
(6) No ordinance or hearing is now before any local governmental body that
either contemplates or authorizes any public improvements or special tax levies, the
cost of which may be assessed against the Property. To the best of City's
knowledge, there are no plans or efforts by any government agency to widen,
modify, or re -align any street or highway providing access to the Property and there
are no pending or intended public improvements or special assessments affecting
the Property which will result in any charge or lien be levied or assessed against the
Property.
(7) The representations and warranties contained in this article shall be correct
in all respects on and as of the Closing Date with the same force and effect as if
such representations and warranties had been made on and as of the Closing Date.
2
1.2 Representations and Warranties of Developer. The Developer makes the following
representations and warranties:
(1) Developer is a limited liability company duly organized and validly existing
under the laws of the State of Iowa, and has all requisite power and authority to own
and operate its properties, to carry on its business as now conducted and as
presently proposed to be conducted, and to enter into and perform its obligations
under the Agreement.
(2) This Agreement has been duly authorized, executed and delivered by
Developer and, assuming due authorization, execution and delivery by the City, is in
full force and effect and is a valid and legally binding instrument of Developer
enforceable in accordance with its terms, except as the same may be limited by
bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors'
rights generally. Developer's counsel shall issue a legal opinion to the City, at time
of closing, confirming the representations contained herein, in the form attached
hereto as Exhibit B.
(3) The execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, and the fulfillment of or compliance with the
terms and conditions of this Agreement are not prevented by, limited by, in conflict
with, or result in a violation or breach of, the terms, conditions or provisions of the
articles of incorporation or the bylaws of Developer or any contractual restriction,
evidence of indebtedness, agreement or instrument of whatever nature to which
Developer is now a party or by which it or its property is bound, or constitute a
default under any of the foregoing.
(4) There are no actions, suits or proceedings pending or threatened against or
affecting Developer in any court or before any arbitrator or before or by any
governmental body in which there is a reasonable possibility of an adverse decision
which could materially adversely affect the business, financial position or result of
operations of Developer or which affects the validity of the Agreement or
Developer's ability to perform its obligations under this Agreement.
(5) Developer will perform its obligations under this Agreement in accordance
with the material terms of this Agreement, the Urban Renewal Plan and all local,
State and federal laws and regulations.
(6) Developer will use its best efforts to obtain, or cause to be obtained, in a
timely manner, all material requirements of all applicable local, state, and federal
laws and regulations which must be obtained or met.
(7) Developer has firm commitments for permanent financing for the Project in
an amount sufficient, together with equity commitments, to successfully complete
the requirements of this Agreement and shall provide evidence thereof to City prior
to the Closing Date.
3
1.3 Closing. The closing shall take place on the Closing Date which shall be the 15th
day of April, 2011, or such other date as the parties shall agree in writing but in no event
shall the Closing Date be later than the 1st day of June, 2011. Consummation of the
closing shall be deemed an agreement of the parties to this Agreement that the conditions
of closing shall have been satisfied or waived.
1.4 Conditions to Closing. The closing of the transaction contemplated by this
Agreement and all the obligations of Developer under this Agreement are subject to
fulfillment, on or before the Closing Date, of the following conditions:
(1) The representations and warranties made by City in Section 1.1 shall be
correct as of the Closing Date with the same force and effect as if such
representations were made at such time. At the closing, City shall deliver a
certificate to that effect in the form of Exhibit C.
(2) Developer shall have the right to terminate this Agreement at anytime prior
to the consummation of the closing on the Closing Date if Developer determines in
its sole discretion that conditions necessary for the successful completion of the
Project contemplated herein have not been satisfied in Developer's sole discretion.
Upon the giving of notice of termination by Developer to City, this Agreement shall
be deemed null and void.
(3) Developer and City shall be in material compliance with all the terms and
provisions of this Agreement.
(4) Developer shall have furnished City with evidence, in a form satisfactory to
City (such as a letter of commitment from a bank or other lending institution), that
Developer has firm financial commitments in an amount sufficient, together with
equity commitments, to complete the Minimum Improvements (as defined herein) in
conformance with the Construction Plans (as defined herein), or City shall have
received such other evidence of Developer's financial ability as the reasonable
judgment of the City requires.
(5) Developer's counsel shall issue a legal opinion to the City confirming the
representations contained herein in the form attached hereto as Exhibit B.
1.5 City's Obligations at Closing. At or prior to the Closing Date, City shall deliver to
Developer such other documents as may be required by this Agreement, all in a form
satisfactory to Developer.
SECTION 2. DEVELOPMENT ACTIVITIES
2.1 Required Minimum Improvements. Developer will make a capital investment of not
less than one million seven hundred fifty thousand dollars ($1,750,000.00) to acquire and
4
improve the Property (the Minimum Improvements). These Minimum Improvements
include creating twenty-one (21) apartments for market -rate rental.
2.2 [This section intentionally left blank]
2.3 Plans for Construction of Minimum Improvements. Plans and specifications with
respect to the development of the Property and the construction of the Minimum
Improvements thereon (the Construction Plans) shall be in conformity with Urban Renewal
Plan, this Agreement, and all applicable state and local laws and regulations, including but
not limited to any covenants, conditions, restrictions, reservations, easements, liens and
charges, recorded in the records of Dubuque County, Iowa. Developer shall submit to City,
for approval by City, plans, drawings, specifications, and related documents with respect to
the improvements to be constructed by Developer on the Property. All work with respect to
the Minimum Improvements shall be in substantial conformity with the Construction Plans
approved by City.
2.4 Timing of Improvements. Developer hereby agrees that construction of the
Minimum Improvements on the Property shall be commenced within thirty (30) days after
the Closing Date, and shall be substantially completed by December 31, 2011. The time
frames for the performance of these obligations shall be suspended due to unavoidable
delays meaning delays, outside the control of the party claiming its occurrence in good
faith, which are the direct result of strikes, other labor troubles, unusual shortages of
materials or labor, unusually severe or prolonged bad weather, acts of God, fire or other
casualty to the Minimum Improvements, litigation commenced by third parties which, by
injunction or other similar judicial action or by the exercise of reasonable discretion directly
results in delays, or acts of any federal, state or local government which directly result in
extraordinary delays. The time for performance of such obligations shall be extended only
for the period of such delay.
2.5 Certificate of Completion. Promptly following the request of Developer upon
completion of the Minimum Improvements, City shall furnish Developer with an appropriate
instrument so certifying. Such certification (the Certificate of Completion) shall be in
recordable form and shall be a conclusive determination of the satisfaction and termination
of the agreements and covenants in this Agreement.
SECTION 3. CITY PARTICIPATION
3.1 This section intentionally left blank.
3.2 Economic Development Grant to Developer. For and in consideration of
Developer's obligations hereunder, and in furtherance of the goals and objectives of the
urban renewal plan for the Project Area and the Urban Renewal Law, City agrees, subject
to Developer being and remaining in compliance with the terms of this Agreement, to make
Thirty (30) consecutive semi-annual payments (such payments being referred to
collectively as the Economic Development Grants) to Developer:
5
November 1, 2013
November 1, 2014
November 1, 2015
November 1, 2016
November 1, 2017
November 1, 2018
November 1, 2019
November 1, 2020
November 1, 2021
November 1, 2022
November 1, 2023
November 1, 2024
November 1, 2025
November 1, 2026
November 1, 2027
May 1,2014
May 1,2015
May 1,2016
May 1,2017
May 1,2018
May 1, 2019
May 1, 2020
May 1, 2021
May 1, 2022
May 1, 2023
May 1, 2024
May 1, 2025
May 1, 2026
May 1, 2027
May 1, 2028
pursuant to Iowa Code Section 403.9 of the Urban Renewal Law, in amounts equal to a
portion of the tax increment revenues collected by City under Iowa Code Section 403.19
(without regard to any averaging that may otherwise be utilized under Iowa Code Section
403.19 and excluding any interest that may accrue thereon prior to payment to Developer)
during the preceding six-month period in respect of the Minimum Improvements
constructed by Developer (the Developer Tax Increments). For purposes of calculating the
amount of the Economic Development Grants provided in this Section, the Developer Tax
Increments shall be only those tax increment revenues collected by City in respect of the
increase in the assessed value of the Property above the assessment of January 1, 2011
($182,210.00). The Developer Tax Increments shall not include (i) any property taxes
collected for the payment of bonds and interest of each taxing district, (ii) any taxes for the
regular and voter -approved physical plant and equipment levy, (iii) the remaining actual
amount of tax increment revenues collected by City in respect of the valuations of the
Property prior to January 1, 2012 and (iv) any other portion required to be excluded by
Iowa law, and thus such incremental taxes will not include all amounts paid by Developer
as regular property taxes.
3.3 To fund the Economic Development Grants, City shall certify to the County prior to
December 1, 2011, its request for the available Developer Tax Increments resulting from
the assessments imposed by the County as of January 1 of that year and each year
thereafter until and including January 1, 2026, to be collected by City as taxes are paid
during the following fiscal year and which shall thereafter be disbursed to the Developer on
November 1 and May 1 of that fiscal year. (Example: if City so certifies in December, 2011,
the Economic Development Grants in respect thereof would be paid to the Developer on
November 1, 2013, and May 1, 2014.)
6
3.4 The Economic Development Grants shall be payable from and secured solely and
only by the Developer Tax Increments paid to City that, upon receipt, shall be deposited
and held in a special account created for such purpose and designated as the Franklin
School TIF Account of City. City hereby covenants and agrees to maintain its TIF
ordinance in force during the term hereof and to apply the incremental taxes collected in
respect of the Minimum Improvements and allocated to the Franklin School TIF Account to
pay the Economic Development Grants, as and to the extent set forth in Section 3.2
hereof. The Economic Development Grants shall not be payable in any manner by other
tax increments revenues, or by general taxation or from any other City funds. City makes
no representation with respect to the amounts that may be paid to Developer as the
Economic Development Grants in any one year and under no circumstances shall City in
any manner be liable to Developer so long as City timely applies the Developer Tax
Increments actually collected and held in the Franklin School TIF Account (regardless of
the amounts thereof) to the payment of the Economic Development Grants to Developer as
and to the extent described in this Section.
3.5 City shall be free to use any and all tax increment revenues collected in respect of
other properties within the Project Area and the remaining actual amount of the property
taxes paid by Developer to City, or any available Developer Tax Increments resulting from
the termination of the annual Economic Development Grants under Section 3.2 hereof, for
any purpose for which such tax increment revenues may lawfully be used pursuant to the
provisions of the Urban Renewal Law, and City shall have no obligations to Developer with
respect to the use thereof.
3.6 Downtown Housing Incentive.
(1) City agrees to provide to Developer, on the terms and conditions set forth
herein, a grant in the amount of One Hundred Ninety Thousand Dollars
($190,000.00) (the Grant) which shall be funded solely and only from available
Downtown Incentive Program funds.
(2) Grant funds will be disbursed to Developer after City issuance of a Certificate
of Occupancy for the Project. Prior to the disbursement of any funds, Developer
shall provide evidence satisfactory to City that the Minimum Improvements have
been completed in accordance with the plans and other documentation submitted to
City with the application.
(3) The Grant funds may be disbursed in phases if Developer obtains a
Certificate of Occupancy and evidence satisfactory to City that the improvements
have been completed in accordance with the plans and other documentation
submitted to City as to a portion of the Project. For example, if Developer
completes eight of the nineteen eligible units comprising the Project, obtains a
Certificate of Occupancy as to such eight units and provides the other
documentation required above, City shall disburse $80,000 of the Grant funds to
Developer, reserving the remaining $110,000 for future phases of the Project.
7
SECTION 4. COVENANTS OF DEVELOPER
4.1 The improvements to the Property shall conform to the U.S. Secretary of the
Interior's Standards for Rehabilitation.
4.2 This section intentionally left blank.
4.3 Books and Records. During the term of this Agreement, Developer shall keep at all
times and make available to City upon reasonable request proper books of record and
account in which full, true and correct entries will be made of all dealings and transactions
of or in relation to the business and affairs of Developer in accordance with generally
accepted accounting principles consistently applied throughout the period involved, and
Developer shall provide reasonable protection against loss or damage to such books of
record and account.
4.4 Real Property Taxes. Developer shall pay or cause to be paid, when due, all real
property taxes and assessments payable with respect to all and any parts of the Property
unless Developer's obligations have been assumed by another person pursuant to the
provisions of this Agreement.
4.5 No Other Exemptions. During the term of this Agreement, Developer agrees not to
apply for any state or local property tax exemptions which are available with respect to the
Development Property or the Minimum Improvements located thereon that may now be, or
hereafter become, available under state law or city ordinance during the term of this
Agreement, including those that arise under Iowa Code Chapters 404 and 427, as
amended.
4.6 Insurance Requirements.
(1) Developer shall provide and maintain or cause to be maintained at all times
during the process of constructing the Minimum Improvements and at its sole cost
and expense builder's risk insurance, written on a Completed Value Form in an
amount equal to one hundred percent (100%) of the building (including Minimum
Improvements) replacement value when construction is completed. Coverage shall
include the "special perils" form and developer shall furnish City with proof of
insurance in the form of a certificate of insurance.
(2) Upon completion of construction of the Minimum Improvements and up to the
Termination Date, Developer shall maintain, or cause to be maintained, at its cost
and expense property insurance against loss and/or damage to the building
(including the Minimum Improvements) under an insurance policy written with the
"special perils" form and in an amount not less than the full insurable replacement
value of the building (including the Minimum Improvements). Developer shall
furnish to City proof of insurance in the form of a certificate of insurance.
8
(3) The term "replacement value" shall mean the actual replacement cost of the
building with Minimum Improvements (excluding foundation and excavation costs
and costs of underground flues, pipes, drains and other uninsurable items) and
equipment, and shall be reasonably determined from time to time at the request of
City, but not more frequently than once every three (3) years.
(4) Developer shall notify City immediately in the case of damage exceeding
$50,000 in amount to, or destruction of, the Minimum Improvements or any portion
thereof resulting from fire or other casualty. Net proceeds of any such insurance
(Net Proceeds), shall be paid directly to Developer as its interests may appear, and
Developer shall forthwith repair, reconstruct and restore the Minimum Improvements
to substantially the same or an improved condition or value as they existed prior to
the event causing such damage and, to the extent necessary to accomplish such
repair, reconstruction and restoration, Developer shall apply the Net Proceeds of
any insurance relating to such damage received by Developer to the payment or
reimbursement of the costs thereof, subject, however, to the terms of any mortgage
encumbering title to the Property (as its interests may appear). Developer shall
complete the repair, reconstruction and restoration of Minimum Improvements
whether or not the Net Proceeds of insurance received by Developer for such
purposes are sufficient.
4.7 Preservation of Property. During the term of this Agreement, Developer shall
maintain, preserve and keep, or cause others to maintain, preserve and keep, the
Minimum Improvements in good repair and working order, ordinary wear and tear
accepted, and from time to time shall make all necessary repairs, replacements, renewals
and additions.
4.8 Non -Discrimination. In carrying out the project, Developer shall not discriminate
against any employee or applicant for employment because of race, religion, color, sex,
sexual orientation, national origin, age or disability.
4.9 Conflict of Interest. Developer agrees that no member, officer or employee of City,
or its designees or agents, nor any consultant or member of the governing body of City,
and no other public official of City who exercises or has exercised any functions or
responsibilities with respect to the project during his or her tenure, or who is in a position to
participate in a decision-making process or gain insider information with regard to the
project, shall have any interest, direct or indirect, in any contract or subcontract, or the
proceeds thereof, for work to be performed in connection with the project, or in any activity,
or benefit therefrom, which is part of this project at any time during or after such person's
tenure. In connection with this obligation, Developer shall have the right to rely upon the
representations of any party with whom it does business and shall not be obligated to
perform any further examination into such party's background.
4.10 Non -Transferability. Until such time as the Minimum Improvements are complete
(as certified by City under Section 2.5), this Agreement may not be assigned by Developer
nor may the Property be transferred by Developer to another party. Thereafter, with the
9
prior written consent of City, which shall not be unreasonably withheld, Developer shall
have the right to assign this Agreement, and upon assumption of the Agreement by the
assignee, Developer shall no longer be responsible for its obligations under this
Agreement.
4.11 No change in Tax Classification. Developer agrees that it will not take any action
to change, or otherwise allow, the classification of the Property for property tax
purposes to become other than commercial property and to be taxed as such under
Iowa law.
4.12 Restrictions on Use. Developer agrees for itself, and its successors and assigns,
and every successor in interest to the Property or any part thereof that they, and their
respective successors and assigns, shall:
(1) Devote the Property to, and only to and in accordance with, the. uses
specified in the Urban Renewal Plan (and City represents and agrees that use of
the Property as a restaurant and upper -story housing, is in full compliance with the
Urban Renewal Plan) (however, Developer shall not have any liability to City to the
extent that a successor in interest shall breach this covenant and City shall seek
enforcement of this covenant directly against the party in breach of same); and
(2) Not discriminate upon the basis of race, religion, color, sex, sexual
orientation, national origin, age or disability in the sale, lease, rental, use or
occupancy of the Property or any improvements erected or to be erected thereon, or
any part thereof (however, Developer shall not have any liability to City to the extent
that a successor in interest shall breach this covenant and City shall seek
enforcement of this covenant directly against the party in breach of same).
4.13 Compliance with Laws. Developer shall comply with all laws, rules and regulations
relating to its businesses, other than laws, rules and regulations the failure to comply with
or the sanctions and penalties resulting therefrom, would not have a material adverse
effect on the business, property, operations, financial or otherwise, of Developer.
SECTION 5. EVENTS OF DEFAULT AND REMEDIES
5.1 Events of Default Defined. The following shall be Events of Default under this
Agreement and the term Event of Default shall mean, whenever it is used in this
Agreement, any one or more of the following events:
(1) Failure by Developer to payor cause to be paid, before delinquency, all real
property taxes assessed with respect to the Minimum Improvements and the
Property.
(2) Failure by Developer to cause the construction of the Minimum
Improvements to be commenced and completed pursuant to the terms, conditions
and limitations of this Agreement.
10
(3) Transfer of any interest by Developer of the Minimum Improvements in
violation of the provisions of this Agreement prior to the issuance of the final
Certificate of Completion.
(4) Failure by Developer or City to substantially observe or perform any other
material covenant, condition, obligation or agreement on its part to be observed or
performed under this Agreement.
5.2. Remedies on Default by Developer. Whenever any Event of Default referred to in
Section 5.1 of this Agreement occurs and is continuing, City, as specified below, may take
any one or more of the following actions after the giving of written notice by City to
Developer (and the holder of any mortgage encumbering any interest in the Property of
which City has been notified of in writing) of the Event of Default, but only if the Event of
Default has not been cured within sixty (60) days following such notice, or if the Event of
Default cannot be cured within sixty (60) days and Developer does not provide assurances
to City that the Event of Default will be cured as soon as reasonably possible thereafter:
(1) City may suspend its performance under this Agreement until it receives
assurances from the Developer deemed adequate by City, that the Developer will
cure its default and continue its performance under this Agreement;
(2) Until the Closing Date, City may cancel and rescind this Agreement;
(3) City shall be entitled to recover from Developer the sum of all amounts
expended by City in connection with the funding of the Downtown Rehab
Loan/Grant and Economic Development Grant to Developer and City may take any
action, including any legal action it deems necessary, to recover such amounts from
the Developer;
(4) City may withhold the Certificate of Completion; or
(5) City may take any action, including legal, equitable or administrative action,
which may appear necessary or desirable to collect any payments due under this
Agreement or to enforce performance and observance of any obligation,
agreement, or covenant under this Agreement.
5.3 No Remedy Exclusive. No remedy herein conferred upon or reserved to City is
intended to be exclusive of any other available remedy or remedies, but each and every
such remedy shall be cumulative and shall be in addition to every other remedy given
under this Agreement or now or hereafter existing at law or in equity or by statute. No
delay or omission to exercise any right or power accruing upon any default shall impair any
such right or power or shall be construed to be a waiver thereof, but any such right and
power may be exercised from time to time and as often as may be deemed expedient.
11
5.4 No Implied Waiver. In the event any agreement contained in this Agreement should
be breached by any party and thereafter waived by any other party, such waiver shall be
limited to the particular breach so waived and shall not be deemed to waive any other
concurrent, previous or subsequent breach hereunder.
5.5 Agreement to Pay Attorneys' Fees and Expenses. If any action at law or in equity,
including an action for declaratory relief or arbitration, is brought to enforce or interpret the
provisions of this Agreement, the prevailing party shall be entitled to recover reasonable
attorneys' fees and costs of litigation from the other party. Such fees and costs of litigation
may be set by the court in the trial of such action or by the arbitrator, as the case may be,
or may be enforced in a separate action brought for that purpose. Such fees and costs of
litigation shall be in addition to any other relief that may be awarded.
5.6 Remedies on Default by City. If City defaults in the performance of this Agreement,
Developer may take any action, including legal, equitable or administrative action that may
appear necessary or desirable to collect any payments due under this Agreement, to
recover expenses of Developer, or to enforce performance and observance of any
obligation, agreement, or covenant of City under this Agreement. Developer may suspend
their performance under this Agreement until they receive assurances from City, deemed
adequate by Developer, that City will cure its default and continue its performance under
this Agreement.
SECTION 6. GENERAL TERMS AND PROVISIONS
6.1 Notices and Demands. Whenever this Agreement requires or permits any notice or
written request by one party to another, it shall be deemed to have been properly given if
and when delivered in person or three (3) business days after having been deposited in
any U.S. Postal Service and sent by registered or certified mail, postage prepaid,
addressed as follows:
If to Developer: Franklin Investments, LLC.
Attn: Gary Carner
1664 Washington Street
Dubuque, IA 52001
With copy to: D. Flint Drake
Drake & Freund P.C.
1005 Main Street, Suite 200
Dubuque, IA 52001
If to City: City Manager
50 W. 13th Street
Dubuque, Iowa 52001
Phone: (563) 589-4110
Fax: (563) 589-4149
12
With copy to:
City Attorney
City Hall
50 W. 13th Street
Dubuque IA 52001
Or at such other address with respect to either party as that party may, from time to time
designate in writing and forward to the other as provided in this Section.
62 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit
of City and Developer and their respective successors and assigns.
6.3 Termination Date. This Agreement and the rights and obligations of the parties
hereunder shall terminate on June 1, 2028 (the Termination Date).
6.4. Execution By Facsimile. The parties agree that this Agreement may be transmitted
between them by facsimile machine. The parties intend that the faxed signatures
constitute original signatures and that a faxed Agreement containing the signatures
(original or faxed) of all the parties is binding on the parties.
6.5 Memorandum of Development Agreement. Developer shall promptly record a
Memorandum of Development Agreement in the form attached hereto as Exhibit D
in the office of the Recorder of Dubuque County, Iowa. Developer shall pay the
costs for so recording.
IN WITNESS WHEREOF, City has caused this Agreement to be duly executed in its
name and behalf by its Mayor and attested to by its City Clerk and Developer has caused
this Agreement to be duly executed on or as of the first above written.
CITY OF DUBUQUE, IOWA FRANLKLIN INVESTMENTS, LLC.
B' Y ' W ��-:-' g
Y Y
Roy D. Gary me
Mayor
Janne F. Schneider
City Clerk
13
Managing Member
(City Seal)
STATE OF IOWA
SS
COUNTY OF DUBUQUE
On this 7 day o "j _' ! 201/, before me the undersigned, a Notary
Public in and for the said ounty and State, personally appeared Roy D. Buol and Jeanne
F. Schneider, to me personally known, who, being by me duly sworn, did say that they are
the Mayor and City Clerk, respectively, of the City of Dubuque, Iowa, a municipal
corporation executing the instrument to which this is attached; that the seal affixed hereto
is the seal of said municipal corporation; that said instrument was signed and sealed on
behalf of the City of Dubuque, Iowa, by authority of its City Council; and that said Mayor
and City Clerk acknowledged the execution of said instrument to be the voluntary act and
deed o s -id City, land b e•- ntarily executed.
N9'ary Public
STATE OF IOWA
COUNTY OF DUBUQUE
SAN M. WINTER
COMMISSION NO.16327
MY COMMISSION EXP1R
SS
ELLA LAHEY
Commission Number 743465
My Comm, Exp. i f •{q. a
On this k'^ day of` �V\10rU 20 \\, before me the undersigned, a Notary
Public in and for the State of Iowa, personally appeared Gary Carner, to me personally
known, who, being by me duly sworn, did say that he is the ManagingMember of Franklin
Investments, LLC, the limited liability company executing the instrument to which this is
attached and that as said Managing Member of Franklin Investments, LLC. acknowledges
the execution of said instrument to be the voluntary act and deed of said company, by it
and by him, an individual, voluntarily executed.
Notary Public
F:\USERS\Econ Dev\Franklin School\Development Agreement\20110217 Franklin Inv. DA.doc
14
LIST OF EXHIBITS
EXHIBIT A — City Attorney Certificate
EXHIBIT B — Opinion of Developer Counsel
EXHIBIT C — City Certificate
EXHIBIT D — Memorandum of Development Agreement
INSURANCE SCHEDULE
EXHIBIT A
CITY ATTORNEY'S CERTIFICATE
16
BARRY A. LINDAHL, ESQ.
CITY ATTORNEY
RE:
Dear
(DATE)
THE CITY 0
B
I have acted as counsel for the City of Dubuque, Iowa, in connection with the execution
and delivery of a certain Development Agreement between (Developer)
and the City of Dubuque, Iowa (City) dated for reference purposes the day of
20
The City has duly obtained all necessary approvals and consents for its execution, delivery
and performance of this Agreement and has full power and authority to execute, deliver
and perform its obligations under this Agreement, and to the best of my knowledge, the
representations of the City Manager in his letter dated the day of , 20®,
are correct.
BAL:tls
17
Very sincerely,
Barry A. Lindahl, Esq.
City Attorney
EXHIBIT B
OPINION OF DEVELOPER'S COUNSEL
18
Mayor and City Councilmembers
City Hall
13t and Central Avenue
Dubuque IA 52001
Re: Development Agreement Between the City of Dubuque, Iowa and
Dear Mayor and City Councilmembers:
We have acted as counsel for , (Developer) in connection with
the execution and delivery of a certain Development Agreement (Development Agreement)
between Developer and the City of Dubuque, Iowa ("City") dated for reference purposes
the day of , 20.
We have examined the original certified copy, or copies otherwise identified to our
satisfaction as being true copies, of the Development Agreement and such other
documents and records as we have deemed relevant and necessary as a basis for the
opinions set forth herein.
Based on the pertinent law, the foregoing examination and such other inquiries as
we have deemed appropriate, we are of the opinion that:
1. Developer is a corporation organized and existing under the laws of the State
of Illinois and has full power and authority to execute, deliver and perform in full
Development Agreement. The Development Agreement has been duly and validly
authorized, executed and delivered by Developer and, assuming due authorization,
execution and delivery by City, is in full force and effect and is valid and legally binding
instrument of Developer enforceable in accordance with its terms, except as the same may
be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting
creditors' rights generally.
2. The execution, delivery and performance by Developer of the Development
Agreement and the carrying out of the terms thereof, will not result in violation of any
provision of, or in default under, the articles of incorporation and bylaws of Developer, any
indenture, mortgage, deed of trust, indebtedness, agreement, judgment, decree, order,
statute, rule, regulation or restriction to which Developer is a party or by which Developer's
property inbound or subject.
3. There are no actions, suits or proceedings pending or threatened against or
affecting Developer in any court or before any arbitrator or before or by any governmental
body in which there is a reasonable possibility of an adverse decision which could
materially adversely affect the business (present or prospective), financial position or
results of operations of Developer or which in any manner raises any questions affecting
the validity of the Agreement or the Developer's ability to perform Developer's obligations
thereunder.
Very truly yours,
19
EXHIBIT C
CITY CERTIFICATE
20
City Manager's Office
50 West 13th Street
Dubuque, Iowa 52001-4864
(563) 589-4110 phone
(563) 589-4149 fax
ctynigr@cityofdubuque.org
Dear
(DATE)
TI -LE CITY OF
DUEL
I am the City Manager of the City of Dubuque, Iowa and have acted in that capacity in
connection with the execution and delivery of a certain Development Agreement between
(Developer) and the City of Dubuque, Iowa (City) dated for reference
purposes the day of , 20_.
On behalf of the City of Dubuque, I hereby represent and warrant to Developer that:
(1) City has duly obtained all necessary approvals and consents for its
execution, delivery and performance of this Agreement and that it has full power
and authority to execute, deliver and perform its obligations under this Agreement.
City's attorney shall issue a legal opinion to Developer at time of closing confirming
the representation contained herein, in the form attached hereto as Exhibit B.
(2) City shall exercise its best efforts to cooperate with Developer in the
development process.
(3) City shall exercise its best efforts to resolve any disputes arising during the
development process in a reasonable and prompt fashion.
(4) The execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, and the fulfillment of or compliance with the
terms and conditions of this Agreement are not prevented by, limited by, in conflict
with, or result in a violation or breach of, the terms, conditions or provisions of the
charter of City, any evidence of indebtedness, agreement or instrument of whatever
nature to which City is now a party or by which it or its property is bound, or
constitute a default under any of the foregoing.
(5) There are no actions, suits or proceedings pending or threatened against or
affecting City in any court or before any arbitrator or before or by any governmental
21
body in which there is a reasonable possibility of an adverse decision which could
materially adversely affect the financial position or operations of City or which
affects the validity of the Agreement or City's ability to perform its obligations under
this Agreement.
(6) No ordinance or hearing is now or before any local governmental body that
either contemplates or authorizes any public improvements or special tax levies, the
cost of which may be assessed against the Property. To the best of City's
knowledge, there are no plans or efforts by any government agency to widen,
modify, or re -align any street or highway providing access to the Property and there
are no pending or intended public improvements or special assessments affecting
the Property which will result in any charge or lien be levied or assessed against the
Property.
(7) The representations and warranties contained in this article shall be correct
in all respects on and as of the Closing Date with the same force and effect as if
such representations and warranties had been made on and as of the Closing Date.
MCVM:jh
22
Sincerely,
Michael C. Van Milligen
City Manager
EXHIBIT D
MEMORANDUM OF DEVELOPMENT AGREEMENT
23
Prepared by: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113
Return to: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113
MEMORANDUM OF DEVELOPMENT AGREEMENT
A Development Agreement by and among the City of Dubuque, Iowa, an Iowa municipal
corporation, of Dubuque, Iowa, and Franklin Investments, LLC was made regarding the
following described premises:
Lot 2-1 & 2-2 of City Lot 595 City Lots 596, 597, & 597A Lot 2-1-2 & Lot 2-2 of City Lot 600
& Lots 3 Thru 6 of City Lot 600in the City of Dubuque.
The Development Agreement is dated for reference purposes the day of
, 2011, and contains covenants, conditions, and restrictions concerning the sale
and use of said premises.
This Memorandum of Development Agreement is recorded for the purpose of
constructive notice. In the event of any conflict between the provisions of this
Memorandum and the Development Agreement itself, executed by the parties, the terms
and provisions of the Development Agreement shall prevail. A complete counterpart of the
Development Agreement, together with any amendments thereto, is in the possession of
the City of Dubuque and may be examined at its offices as above provided.
Dated this day of , 2011.
CITY OF DUBUQUE, IOWA FRANKLIN INVESTMENTS, LLC.
By By
Roy D. Buol
Mayor
24
Gary Carner
Managing Member
Attest:
Jeanne F. Schneider
City Clerk
STATE OF IOWA
COUNTY OF DUBUQUE
)
)
)
SS
On this day of , 20, before me, a Notary Public in and for the State of
Iowa, in and for said county, personally appeared Roy D. Buol and Jeanne F. Schneider, to
me personally known, who being by me duly sworn did say that they are the Mayor and
City Clerk, respectively of the City of Dubuque, a Municipal Corporation, created and
existing under the laws of the State of Iowa, and that the seal affixed to said instrument is
the seal of said Municipal Corporation and that said instrument was signed and sealed on
behalf of said Municipal corporation by authority and resolution of its City Council and said
Mayor and City Clerk acknowledged said instrument to be the free act and deed of said
Municipal Corporation by it voluntarily executed.
Notary Public, State of Iowa
STATE OF IOWA
COUNTY OF DUBUQUE
)
)
)
SS
On this day of 20_, before me the undersigned, a Notary
Public in and for the State of Iowa, personally appeared Gary Carner, to me personally
known, who, being by me duly sworn, did say that he is the Managing Member of Franklin
Investments, LLC., the limited liability company executing the instrument to which this is
attached and that as said Managing Member of Franklin Investments, LLC. acknowledges
the execution of said instrument to be the voluntary act and deed of said company, by it
and by him, an individual, voluntarily executed.
Notary Public, State of Iowa
25
INSURANCE SCHEDULE
1. All policies of insurance required hereunder shall be with an insurer authorized to do
business in Iowa. All insurers shall have a rating of A or better in the current A.M.
Best Rating Guide.
2. All policies of insurance shall be endorsed to provide a thirty (30) day advance
notice of cancellation to the City of Dubuque, except for 10 day notice for non-
payment, if cancellation is prior to the expiration date. This endorsement
supersedes the standard cancellation statement on the Certificate of Insurance.
3. Developer shall furnish a signed Certificate of Insurance to the City of Dubuque,
Iowa for the coverage required in Paragraph 6 below. Such certificates shall include
copies of the following policy endorsements:
a) Commercial General Liability policy is primary and non-contributing.
b) Commercial General Liability additional insured endorsement.
c) Governmental Immunity Endorsements.
4. Each certificate shall be submitted to the contracting department of the City of
Dubuque.
5. Failure to provide minimum coverage shall not be deemed a waiver of these
requirements by the City of Dubuque. Failure to obtain or maintain the required
insurance shall be considered a material breach of this agreement.
6. Developer shall be required to carry the following minimum coverage/limits or
greater if required by law or other legal agreement:
a) COMMERCIAL GENERAL LIABILITY
General Aggregate Limit $2,000,000
Products -Completed Operations Aggregate Limit $1,000,000
Personal and Advertising Injury Limit $1,000,000
Each Occurrence Limit $1,000,000
Fire Damage Limit (any one occurrence) $ 50,000
Medical Payments $ 5,000
This coverage shall be written on an occurrence, not a claims made form. Form CG
25 04 03 97 "Designated Location (s) General Aggregate Limit" shall be included.
All deviations or exclusions from the standard ISO commercial general liability form
CG 0001, or Business Owners form BP 0002, shall be clearly identified.
26
INSURANCE SCHEDULE (Continued)
Governmental Immunity Endorsement identical or equivalent to form attached.
Additional Insured Requirement:
The City of Dubuque, including all its elected and appointed officials, all its
employees and volunteers, all its boards, commissions and/or authorities and
their board members, employees and volunteers shall be named as an additional
insured on General Liability Policies using ISO endorsement CG 20 26 0704
"Additional Insured — Designated Person or Organization," or its equivalent. -
See Specimen
b) WORKERS' COMPENSATION & EMPLOYERS LIABILITY
Statutory for Coverage A
Employers Liability:
Each Accident $100,000
Each Employee — Disease $100,000
Policy Limit — Disease $500,000
c) UMBRELLA EXCESS LIABILITY
LIQUOR OR DRAM SHOP LIABILITY
Coverage to be determined on a case by case basis by Finance Director.
Completion Checklist
❑ Certificate of Liability Insurance (2 pages)
❑ Designated Location(s) General Aggregate Limit CG 25 04 03 97 (2 pages)
❑ Additional Insured 20 26 07 04
❑ Governmental Immunities Endorsement
27
CITY OF DUBUQUE, IOWA
GOVERNMENTAL IMMUNITIES ENDORSEMENT
1. Nonwaiver of Governmental Immunity. The insurance carrier expressly agrees and
states that the purchase of this policy and the including of the City of Dubuque, Iowa
as an Additional Insured does not waive any of the defenses of governmental
immunity available to the City of Dubuque, Iowa under Code of Iowa Section 670.4
as it is now exists and as it may be amended from time to time.
2. Claims Coverage. The insurance carrier further agrees that this policy of insurance
shall cover only those claims not subject to the defense of governmental immunity
under the Code of Iowa Section 670.4 as it now exists and as it may be amended
from time to time. Those claims not subject to Code of Iowa Section 670.4 shall be
covered by the terms and conditions of this insurance policy.
3. Assertion of Government Immunity. The City of Dubuque, Iowa shall be responsible
for asserting any defense of governmental immunity, and may do so at any time and
shall do so upon the timely written request of the insurance carrier.
4. Non -Denial of Coverage. The insurance carrier shall not deny coverage under this
policy and the insurance carrier shall not deny any of the rights and benefits
accruing to the City of Dubuque, Iowa under this policy for reasons of governmental
immunity unless and until a court of competent jurisdiction has ruled in favor of the
defense(s) of governmental immunity asserted by the City of Dubuque, Iowa.
No Other Change in Policy. The above preservation of governmental immunities shall
not otherwise change or alter the coverage available under the policy.
SPECIMEN
28
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Ii;i ili 1 "he lily in;ur' ''ProPatg damage" Of
"1,1emmi end edwadieirrq Injury" caused, i«1 *bele or
lri part. hy your e or OrrEtS$K0 Il0 aqta, Or arrrs-
loiithsse acting en your heir:
A. In the performance of your orrlr irzg neer:tle sr.
B. to nr clix rt kith ,pAur premises: moaned'by or
try.' 7 r rR7
Psace des. Inc.. 20134
29
ar'
ACICl/RP, CERTIFICATE OF LI
"""xtUCn (563)556-0272. E
1NtSUEM LE AcEricit
31 KEIT ADDRESS
SLAY Si.r.'c11L^. ZIP CIVI
StreeL Address
ity, 5tme. _!%I
BILITY INSURANCE 5`
IS CERTIFICATE IS ISSUE[ AS A MATTER OF1NF3F N TBON
.LY NDc R NO, RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
MIS
ALJER THE COVERAGE AFFORDED SY THE POLICIES BELOW,
IN:auRJRS Arrow IN M o ERAGE
c a.rla>k . nsRraPnc E1r� by
TIF MI 11-11P.5 EIF IYd' 41F'AF : ; LI YL r VII_DW I AvC LIMN ISSUED To THE Nr4E JPEONA1,1D s3lSUfat FOR IH, I'CILICY ,LHIUL7'Ir9 ht:,‘ l L',V. P C.'27 A"ITI �i*J l? HL"N
f+M r ITGa31rCEblE*IT,TERM cs C.tHEII I1r2N (I- MN Lx, N"T6efrr T CA Cer ER OOZUMENT Vi1TH REE? PEI•;TT TO MVHI•.H :":"HIS 1:6H Y1;1 ATE F1>AO i1P I aS.„wr ru
1%4' 'r 'PML INSIIRANCEATCRDED W THE Pa::.D ES offraIRIEMU 1-1I,146IN R :al:1 JLCT TONI IE mems ExC4ISIONS AHD COHDITICH5 OF 51.ICH
F4...r.:eS. AG.aftE:.pt,'FF t IIATS. vxTl M6F41' hfi.': k [ILIA IfLIIJz;1A 3V 'J+AL ..'.AeaS -
E OF NEURAfirr Padtri. NLigEiEA
A
1&t x r l.1r: L&E1IF
r3Eri'Lf,LM.EEr:'.r`_ LIM 2111{I F r�
F)U a�AEC=7
T FiClrcx:.
A
xl
fLL'c:NNI*f101,I'
wrrs.et r 'I -r4)!
:` r.riK PIOL S„VAC 5,14 Y:-:
=4FAL"IS41..,4hlteli U fl .rte
ar{9Jf_L r-I:SPh'k'' 0173
ArY wUT9:.
Lou
T
-FA.afx:;rrrhI
E+S�3rufl L-1AL
1 r,rs?:I4-111 PoF:f -_:"•
0 [EIE:
471Rmins LC98RCFI..A1'ti9h disdt-
' LLF9L'Ir
FriiF 144,i:PR,fY.`,F PP,1i:Mel-rrEXE.
uln_x::'
J r Ik 3 7(1+:1......
L El
hz
• CF11'LtAw
I� dAG` LVI1
c�s6nraaxrr�rwuree�xrrarre�L
II u� ryflCjaxU.�l �c�mrr�riw�aeeexENT tmr2aALI9iyl
THE CM' OF:DUBUQUE I3 L'TsTL0 A k 4 f T$Ol4AL INURED -ON GENERAL L kIkL]TY . II
'SENT FORM CC 2EE 26 47 OA "•ADDTrroNM.. INSURED -DESIGNATED . RSON OR. ORGANIZATION"
GENERAL norm, POLICY IS PRIMARY AMO N IEUT NG. FORM CIG 5, 64
"'L
fENERAL LIABILITY AMPEC T"E LINA' :SHALL ERE INCLUDED k�ER TAIL I MIIINE1`EE,'S IE$
ALL POLES SHALL EEE L . Ill `O PROVIDE 30 DAYADVANCENDTICE [P C�tLLATI•
30: it. 13111 FEREE"
I�Ll412Q0k, 14 $200;
t .G 15O EI'iDORSE-
IT5 EQUIVILANT.
GN TEIILOCA. IONS1'
E tSE IE I5 IN
:LIMED.
CEt
U CITY OF 0U011 UE
41D JV"f
Cc' THEAEVIE B€SUFII1E13 FIX
t :N.
EXIF3kTiIkMA A&TE ll*
, FHE suip,t¢# Hsim i'AI'Il,', �JIr-
3tk rvyE'YIFrrTIIY TT Et THE CErr1F'r rr 10,nm*aim m T11.9 Ler r,
tarrwronernmaamwer
cn 11#6LLppEdiChiUttiagrEatKIONI0606)114,024XXXI(X1W3' (XXX
ACRID
30
4QRPORATI41'E 1
ORTANT
If cortirtotoIiola r'l. n.ADDIIIOB LINSURED,tC 'esskalenten
tin lilts etrtiflOOladoe5 not carter right la the wrlifitiath lusltier [n liir.n i,t ri . rrivxie rnei7l� . 1
If SUBROGATION 1,5 'w°VWED, sui ct Ura itx 'Is
ne�quitu 1� en rent• !1. statement on this i
hcldr r in Deli of $1001' enrica^aeroenti,'sa.
d a iie7itiuri t7C Chi Vic.#iw q, d slain ri9lls;ie May
ba nirtfiF� �+i It lh srxiliti is<.
1"ile uertfia �l
uhe krnn _rap 4#do r,fttidos ro xtiikiloi
iSsunnstratsiti6Patiltt `Lcd repre5rrt ive pi pr r, xin i1 u_iaUi ut Fi d,;tirSa 101
1 404°4
kl° �4 it
atlanativ&y nQ wv e nror r Ili noreraaa
iigl 1I Iet,in.
31
POLICY NUMBER
EN
Ea i .ISI
C EERIER I L 1E 4L LlA II~ITY
f] II7
P LI V. PE SE READ fl AREFUULL'Y
E IGNATED LOCATION
GENERAL AGGREGATE LIQ
This
ni sars r tent mextifiie
MEREIALGE,NE@i4L LL4P.rIl l'"Y r:
AE PST
CHEDULE
P
EC
IMEN
De
7fmo entry appears sh oe
eppEceble to this encore
For ell Gums which
cbitgaled Ib3 r d rri ages ' us i b
"rlr.,ourranix5f' mode! CO ..' lf-EcTIOf+t
jo and fie all rrscBinel expenses caused h a -
deraS Unger CC'S/L'- G.E C,(SECTION IJ, Whion
can es attributed only to operalienis sire
isiyrtati "I�'dn" urn in the SonOuro
i, A serrate Do ion Gerierse •
• A1/4@gmege&eLimit spires to. h designated
ocaten`, and hist irrrit t igni r, the
410 -Hill caF thin General .k3greNete Lim t
ahc+ein in the Llecerations •
The CJ Signeted Location General, Aggregate
E fruit IS tete meet we will _pay For the sum pf .i I
damages under 0 . crozc A, exp: demi-,
sees becluee of 'bodily. i jurr sr °propurtg
e age° included ir, the 'prcd,c1 c. rrnplet rl •
--
,rations herd", .and for medical expanses
sr COVER4GE C regardlase of the litlrri-
.............................................. .
tpato this enc4rrsamen urll hr s};.
32
t Ciaims inrisr `suit
cv F'21s n ddrgerat.ali
or bringing 'tsu
n
erlents made ender C E DE A
or damages or under G J' FEaAcC ! fer
medical expeoses shall our tee ssiq-
n,a a Location al „ikt,tirjulgerie Limbi for
the: designed Naceti ri", til ac r payments
stistl -not reduce the /...a t
ishottm in the F r,:tgo' Itrarir 'rcr -rall they re-
d uce any niter Designated Lat:alion General
Aggregate Lirnit far tent/ ether desedneted
'location' shown rn ire It a Schedule abomi
it, This timiis shown in the Declarations for Eich
O CCUlrefICA Fire Damage arra Medical EY:-
rse rc nhiivue Ia Lp I'r, However: instead of
b8itog ieubjKit bo tie Aggregate Limit
slier in Ina. D ::raratbris, such limits WEE be
60,0(110 tll- upplicatie ;Jasir -iai,ci I fir,.r!rjcrn
Conerel AGgfei9ele l,i8au1
..Fel sill ir1A11u winch ed he :. I c
obligated t: pay damages caused try
'dix:Iarrancee" under COVERAGE A y3E0111014
I), and for all rtkedical Kmp.erotta ensazI h ser -:i,
dente under COVERAGE C (SECTION 1) h Ir
cannot attributed unit'_ to ageratum at a sin-
gle denigrated lac1tietri' shown in the Sdiedule
1, Arty C S"rrenta made under COVeRA E A
kw damages Dr Asn. OVERAGE C=or
medical expenses shall seduce the atraint
e• 5llabie under Ina Bariefal Aggregate Limit
ar The Prudurs-CarMel 1 r€ito[ a ' aAg-
r It Lill whidiever ie epplice'blr, and
€tr
paymerle n t raniI any Designated
General r rat as ut.
cn Guver ge fir fi z ilily aI irt: i 1 rt the
products complaed operptiona Ih rc" i
viced, any payments for &alleges t c-l&I
"hcdi€y iron( cu "pttperiy damage" -hclu l In
the', °'pr sducle-corttpleted caaerations herd" will
reduce rne PrOdu s rmplated : peratians Ag-
eregale Limit and net reduce the General Aqt
area ate Lain nue the, Designated L at in (On -
era
iera y#qqreq Limit..
der the plpeteS erf Orbs endoreeMenL the De e
nitions semran s wed by the €addditiori raf
the (awing darintkecti:
'Wagon" means premia rMrk
errccnar c snip trt ., or premi X11
tion l iree' :attd enly by a strocst;
tura a + r rigl-.t--sway of . realmled.
ne para aleione at Limits Of Ina Tran (SECTION]
110 ntt otberedee implied by hde is nerd,
shall Qallinue to apply as dipulateci.
oI.
E,
SPECT
33
MEN